A lawsuit over Rider University's planned sale of Westminster Choir College has drawn in Attorney General Gurbir Grewal to take a stand on the ongoing dispute over the pending deal.

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Westminster Choir College, part of Rider University, in Princeton, New Jersey.

Opponents of Rider University’s planned sale of Westminster Choir College have asked Attorney General Gurbir Grewal to help resolve a dispute over the pending deal.

Pursuant to his authority to supervise charitable funds, Grewal is named as a defendant in a suit by alumni, faculty and other supporters of Westminster that was filed in Mercer County Superior Court on Oct. 18. Rider’s plan to sell Westminster and its 23-acre campus in Princeton to Kaiwen Education would go against the intent of a donor who gave the land to Westminster in 1935, according to the suit, McMorris v. Rider University.

The suit says Sophia Strong Taylor donated the land with the intent that it support a college with a religious mission. But Kaiwen is a subsidiary of the Chinese government, which is not an appropriate entity to carry out Westminster’s religious mission because it imposes restrictions on religious practice, the plaintiffs said in their lawsuit.

Grewal is named as a “necessary or indispensable party,” but plaintiffs “do not necessarily bind themselves to any position of law, fact or equity to be asserted” by Grewal, the plaintiffs said in court papers.

The suit was filed in Mercer County after the same group of plaintiffs withdrew a previous suit filed against Rider in federal court in the Southern District of New York. The plaintiffs concluded New York was not a proper venue because Kaiwen and its subsidiary, Westminster Choir College Acquisition Corp., do not conduct business in New York.

The suit seeks a permanent injunction against the sale of Westminster and its Princeton campus to Kaiwen or any other party that will operate it in a manner inconsistent with the intent of Taylor. The suit also seeks appointment of a receiver or other legal representative to protect Westminster’s assets and stand for its interests and the interests of donors who contributed to its charitable foundation.

Westminster Choir College was founded in 1920 in Dayton, Ohio. It moved to Ithaca, New York, in 1929 and to Princeton in 1935. Westminster remained independent until 1992 when it merged with Rider University, which is 7 miles away in Lawrenceville.

Rider announced in 2017 that it intended to sever its relationship with Westminster and would seek a new partner for it. In June, Rider announced the $40 million deal to sell the school to Kaiwen, which has agreed to continue to operate Westminster at the Princeton location for at least 10 years.

The suit seeks a declaratory judgment that Taylor’s grant of the campus property and other assets to Westminster were subject to her requirement that Westminster continue to operate as a training school for music ministers. She further intended for ownership of the campus to shift to the Princeton Theological Seminary in the event that Rider or any successor ceases to operate a college for training ministers of music at Westminster, the suit claims.

The suit also seeks a declaratory judgment that Rider’s sale of Westminster to Kaiwen violates principles of cy pres and legal doctrine concerning charitable foundations.

The suit uses the word “sham” to describe a nonprofit organization, Westminster Choir College Acquisition Corp., that was created by Westminster and Kaiwen to take ownership of the Princeton school. Two of the three trustees of the nonprofit holding company, Qi Dong and Yu Shi, are officers or executives of Kaiwen, and the third, Haibin Wang, is a consultant or employee of Kaiwen’s education subsidiary, the suit said. Kaiwen has announced in a filing with the Shenzhen Exchange that the $20 million Westminster endowment will be placed on its books, the suit claims.

Howard McMorris, the lead plaintiff and the last surviving member of the Westminster board of trustees from the time of the Rider merger, “did not intend or reasonably understand or foresee that Rider would sell Westminster to a commercial entity, controlled by an authoritarian foreign government subject to restraints on academic and religious freedom, and that Rider would keep the proceeds of such a sale for Rider’s own account and use and not for Westminster’s use,” the suit said.

Bruce Afran, the Princeton attorney representing the opponents of the sale, said that his suit “raises a necessarily new area of judicial relief, because our courts have never before been confronted by the sale of an American college to a foreign dictatorship.”

A Rider spokeswoman and a spokesman for the attorney general did not respond to requests for comment.

Charles Toutant

Charles Toutant is a litigation writer for the New Jersey Law Journal.

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